Norben Tea & Exports Ltd Management Discussions.

a) Industry Structure & Developments

Tea production has hit a 3 years high at 1250.49 million kg. in 2017, an increase of
1.4% from 1233.14 million kg. in 2015-16. North Indias annual production jumped 4.67% to
1043.11 million kg. compared with 981.09 million kg. a year ago.

Bengal produced 357.47 million kg. against 324.5 million kg. in the preceeding year.
The entire production growth over the past years has come from small growers or farmers
operating outside the regulating framework of Plantation Labour Act.

The stagnation in average price for tea per kg. during the last few years compled with
all time high increase in minimum wages in a labour oriented industry has had a huge
adverse impact on tea industry.

b) Opportunities, Threats, Risks & Concerns

Because of the very small size of production the Companys teas are readily accepted in
niche market for "NORBEN" created over the years.

All the plantations of Norben are of high yielding clones producing bright liquoring
teas.

The age of the plantations is very young and provides a great advantage in terms of
cost due to less disease and low maintenance cost due to vigorous health of the bush.

The Company has in place systems of Internal Control commensurate with the size of the
Company and the nature of its business, which ensures that transactions are recorded,
authorized and reported correctly apart from safeguarding its assets against loss from
wastage, unauthorized use and removal.

The Internal Control System is supplemented by documented policies, guidelines and
procedures. An extensive programme of review is carried out by the Companys Management
cum Internal Audit team which submits detailed reports periodically to the Management.

Tea continues to enjoy the status of being the most popular beverage in the World.

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highly
labour intensive and is subject to stringent labour laws. Comparatively high labour costs,
high social cost over most other tea producing countries, high infrastructure costs remain
the major problems for the Indian Tea Industry. Shortage of labour during peak season is
also a cause for concern.

These problems need to be addressed by improved productivity. The Tea Industry both in
Assam and in West Bengal have discussed with the Trade Unions and implemented productivity
linked wages for the tea workers with a view to regain the Industrys competitiveness in
the global market.

The small tea growers and bought leaf factories form a considerable part of the
Industry in North India. There is a need to regulate these factories to maintain the
quality.

c) Segment wise or product wise performance

The Company is a Single Business Segment Company.

d) Outlook

An upsurge in demand from the domestic market should drive tea prices higher.
Consumption of tea has increased compared to increase in production, which will improve
realizations. However, India needs to take a number of initiatives to strengthen its
position in the global market and address emerging markets by further improving the
quality as well as packaging standards, thereby enhancing product quality.

e) Risks and Concerns

The Tea Industry is largely dependent on the vagaries of nature. The Industry is highly
labour intensive and is subject to stringent labour laws. Comparatively high labour costs,
high social cost over most other tea producing countries, high infrastructure costs remain
the major problems for the Indian Tea Industry. Shortage of labour during peak season is
also a cause for concern.

These problems need to be addressed by improved productivity. The Tea Industry both in
Assam and in West Bengal have discussed with the Trade Unions and implemented productivity
linked wages for the tea workers with a view to regain the Industrys competitiveness in
the global market.

The small tea growers and bought leaf factories form a considerable part of the
Industry in North India. There is a need to regulate these factories to maintain the
quality.

f) Internal control system and their adequacy

The Company implemented internal control systems to ensure that all assets are
safeguarded and protected against loss and that transactions are recorded and reported
correctly. The internal control system is commensurate with the size and nature of the
Companys business. The systems are regularly reviewed for effectiveness.

g) Discussion on financial performance with respect to operational performance

This has been covered in the Directors report specifically under the section on
financial results and performance. The financial review for the year has also been
separately covered in this Annual Report.

h) Material developments in human resources/industrial relations front, including
number of people employed

The Company emphasizes training and development for optimum results. The Company
strives to maintain healthy industrial relations across its various locations and
employees. The number of persons employed by the Company as on March 31,2016 was 105.

i) Cautionary Statement

Statements in the Management Discussions and Analysis Report in regard to projections,
estimates and expectations have been made in good faith. Many unforeseen factors may come
into play and affect the actual results which could be different from what the Directors
envisage in terms of future performance and outlook. Market data and product information
contained in this Report have been based on information gathered from various published
and unpublished reports, and their accuracy, reliability and completeness cannot be
assured.

DISCLOSURE OF ACCOUNTING TREATMENT

These financial statements have been prepared in accordance with the generally accepted
accounting principles in India (Indian GAAP) to comply with the Accounting Standards
specified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies
(Accounts) Rules, 2014and relevant provisions of the Companies Act, 2013 ("the 2013
Act") as applicable. The financial statements have been prepared on accrual basis
under the historical cost convention. The accounting policies adopted in preparation of
the financial statements are consistent with those followed in the previous year.

Certificate regarding compliance of conditions of corporate governance is given as
Annexure G in the Annexure forming part of this report.

STOCK EXCHANGE(S)

The Company has completed the paper publications and other formalities for delisting
from the other Stock Exchanges but is yet to receive their certificates of delisting.

For revocation of suspension in trading of Equity Shares of the Company at Bombay Stock
Exchange, the Exchange has demanded a huge amount as reinstatement fees which is
apparently not justified in terms of the erstwhile Listing Agreement with the Stock
Exchanges. Therefore, the Company has taken legal opinion and as advised has moved the
matter at Securities Appellate Tribunal, Bombay, pending correspondence with Bombay Stock
Exchange to resolve the issue.

APPRECIATION

The Directors wish to place on record their appreciation for the support received from
the Local Gram Panchayat, Government Departments, Banks, Stakeholders and all others.

"Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors." | "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary." | "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

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